Having been thoroughly underwhelmed by the most recent Thor movie, I was a bit trepidatious to say the least, about seeing the newest Captain America squel. However, I'm happy to say that my fears were quelled pretty quickly, as aside from a weak climax in the third act (they've got to figure out to fix that continuing problem at some point), The Winter Soldier is a highly enjoyable, highly relevant sequel that features some strong new characters and makes the most of a well written, dare I say clever, screenplay that leaves one foot firmly rooted in reality. That's a big difference, and it makes the movie stand out from any other Marvel movie since the first Iron Man, even more so than The Avengers.

Captain America, aka Steve Rogers, once again played by Chris Evans, is still working for S.H.I.E.L.D. but mostly because he wouldn't know what to do with himself if he didn't, as he admits in the movie to his new pal Sam (soon to be knows as Cap's sidekick The Falcon and played by the charismatic Anthony Mackie). Since we didn't get around to his lingering mental state in the last Avengers movie, this is the one that deals with Steve's adjustment to life in the 21st century, as he must catch up on all the history and social changes (along with pop culture) that he missed, and pay a visit to his one time love Peggy Carter, now 95 years old and suffering from senility. It's mildly depressing for him, but most disturbing of all is the way S.H.I.E.L.D. fights its battles, which as Cap soon learns is hardly the straightforward, honest way the Greatest Generation fought the Nazis once upon a time.

In a nod to the new age of intelligence we live in, the agency partly founded by Peggy after World War II has a new goal to prevent crime before it occurs, and uses drones and advanced spying mechanisms to invade privacy in order to do so. Cap's not so into this new style weaponry and insists this is not the kind of freedom he fought for during the war years. Of course, S.H.I.E.L.D.'s ambiguities are part of a larger plot by Senator Alexander Pierce (Robert Redford, having fun in a villainous role) to infiltrate the government, and the more complicated the complexities weave, the more The Winter Soldier feels like something of a throwback to the kind of anti-government conspiracy thrillers Redford himself starred in in the 1970's (perhaps that's why he signed on?)

The low key conspiracy feel lasts a good two thirds of the movie and helps with the action scenes, which consist of some exciting chase sequences and up close fights, but mostly with guns and not giant Iron Men and Hulks. Yes, Captain America is a supersoldier but Superman he is not, and this allows others to get in on the action too, as Cap can't handle everything by himself. Mackie's Falcon gets to play a role, Cobie Smulders returns as Director Nick Fury's right hand woman, and Fury himself gets his best part ever in these movies, finally making use of Samuel L. Jackson's considerable screen presence as he gets some meaty scenes to play.

And that's leaving out the best piece of the ensemble, which is Scarlett Johansson's Black Widow, also finally getting a part worthy of her being called an Avenger. Former KGB agent Natasha Romanoff is teamed up with Captain America as his only ally when S.H.I.E.L.D's corruption is exposed, and the two share a flirty chemistry throughout the film that's a fun change from the male dominated world of the Marvel movies in general. Black Widow's significant role in the action is a welcome sight to behold, as Natalie Portman's Jane is pretty pathetic in the Thor movies, and Gwyneth Paltrow's Pepper doesn't do much either besides banter with Tony. I'm not quite sure if Johansson's character could carry her own movie yet, but after her part in this one I could at least start to imagine it.

As for The Winter Soldier himself, getting into that storyline (there are lots of overlapping subplots in this movie) would require some major spoilage, but suffice it to say he's a big part of the weak action climax near the end of the film, and after a refreshing 2/3 of an action movie that didn't feel factory assembled, the ending fight scenes, unfortunately, were highly familiar to the point of cliche. Happily, that's not enough to diminish my appreciation for the rest of the film, and it surprises me to say that the Captain America franchise so far has been the only one to hit the nail on the head twice in a row. This is a film that simultaneously stands more on its own than any of the other Marvel entries, and whose aftereffects will be felt in the Marvel Universe for all future movies to come. Wrapping all those layers together, along with some good characters, a dash of romance and just a hint of commentary related to real world military industrial complexes, and you've got yourself a very solid pre-summer action movie that's well worth your time.